SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Birenbaum Shira

(Last)

(First)

(Middle)

C/O ION ACQUISITION CORP 3 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA

4676672

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2021

3. Issuer Name and Ticker or Trading Symbol
ION Acquisition Corp 3 Ltd. [ IACC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Class B Ordinary Shares	⁽¹⁾	05/04/2023	Class A Ordinary Shares	25,000	⁽¹⁾	D

Explanation of Responses:

1. The reporting person owns 25,000 options (the "Options"), granted by ION Holdings 3, LP ("ION 3 LP"), each allowing for the purchase of one Class B ordinary share, par value $0.0001 per share, of ION Acquisition Corp 3 Ltd. (the "Issuer"). Shira Fayans Birenbaum paid ION 3 LP an aggregate amount of $25.00 in consideration for the assignment of the Options, or $0.001 per Option. The reporting person was granted the options immediately prior to her appointment as a director of the Issuer. The aggregate exercise price for all 25,000 Options is $73.81, or $0.003 per Option. The Options shall be exercised on the date of the close of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and the Issuer.

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ Anthony Reich Attorney-in-Fact for Shira Fayans Birenbaum	07/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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